Commerzbank's Chairman Takes Aim at Takeover Rules as UniCredit's Stake Creeps Higher Without a Premium
Published on 08/29/2026 at 13:02 | Editorial boerse-global.de
The fight for Commerzbank has moved decisively from the trading floor to the corridors of power in Berlin and Frankfurt. Jens Weidmann, the bank's supervisory board chairman, used the weekend to demand a fundamental review of Germany's takeover regulations, arguing that UniCredit has effectively seized control of the lender without ever having to pay shareholders the premium that a conventional bid would demand.
The criticism lands at a delicate moment. UniCredit's position has strengthened through a quirk of financial mechanics rather than any fresh open-market buying spree. When Commerzbank cancelled shares it had repurchased, the Italian bank's stake rose on paper from 47.59 percent to as much as 49.65 percent — a jump achieved without a single additional trade. That figure already included 3.36 percent acquired through call options, and Reuters has reported that UniCredit now holds roughly 48 percent outright, a level that gives it de facto control without tripping the thresholds that would normally trigger a mandatory offer.
Weidmann's central complaint is that the current rulebook was never designed for a scenario where a target company's own buyback programme inflates an acquirer's stake. The existing framework, he argues, leaves a gap that UniCredit has been able to exploit to reach a controlling position while sidestepping the obligation to pay other shareholders a control premium.
Berlin Edges Toward the Table
The political backdrop is shifting, however. Reuters reports that Finance Minister Lars Klingbeil is scheduled to meet UniCredit chief Andrea Orcel in September — a meeting that would mark Berlin's first direct engagement with the deal after months of studied restraint from the federal government.
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That diplomatic thaw extends to the government's remaining holding. Berlin has signalled it would be willing to sell its residual 12.7 percent stake to UniCredit, but only on condition that Commerzbank's own management endorses the Italian lender's strategy. Talks between the two institutions are already underway across multiple workstreams, covering both technical integration questions and the legal scaffolding for any combination.
Weidmann, for his part, is not softening his stance. He has warned of severe consequences for Germany should the deal proceed, pointing to UniCredit's plans to cut costs by 1.3 billion euros within twelve months — a figure he believes would translate into significant job losses and branch closures. Orcel, meanwhile, is reportedly banking on European Central Bank approval as early as the fourth quarter of 2026, after which he intends to move quickly to exercise control.
A Legal Shadow From the Past
Complicating the narrative is a separate legal matter that has resurfaced at an awkward time. Frankfurt's public prosecutor has indicted four former Commerzbank employees on suspicion of serious tax evasion linked to Cum-Ex dividend-stripping trades. The case relates to historical transactions and is not directly connected to the takeover battle, but it lands in a period when the bank is already under intense public scrutiny.
The regulatory machinery, meanwhile, continues to grind forward. Germany's financial watchdog BaFin deemed UniCredit's takeover application complete in early August and forwarded it to the ECB, which now has up to 60 working days to reach a decision. Media reports suggest the central bank is inclined to approve the merger.
Shares Hold Their Ground
None of this political and legal turbulence has dented investor enthusiasm. Commerzbank shares closed Friday at 40.30 euros, up 0.8 percent on the day and 3.2 percent for the week. The 30-day gain stands at 9.6 percent, leaving the stock just 1.7 percent below its 52-week high of 41.00 euros, set in late August. Since the start of the year, the shares have climbed 12 percent and now trade 13 percent above their 200-day moving average of 35.60 euros.
The market capitalisation of roughly 44 billion euros reflects a curious blend of takeover speculation and operational momentum. The bank raised its full-year guidance to at least 3.4 billion euros in net profit just over a month ago, and chief executive Bettina Orlopp has shifted her tone markedly — from outright rejection of a UniCredit tie-up to openly describing a combination as potentially value-accretive for both parties.
Governance Reinforcements
On the personnel front, the bank is also preparing for what lies ahead. Jennifer Sander, previously compliance chief at Oddo BHF, took up her new role as Chief Compliance Officer and member of the Divisional Board on 1 August. The appointment arrives as governance questions take on added weight in the midst of the unresolved takeover saga.
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The central uncertainty for investors remains the timeline: whether the ECB decision truly lands in the fourth quarter, and how far Commerzbank's board and the federal government are prepared to move toward UniCredit's position in the coming negotiations. Weidmann's public intervention makes one thing clear — the resistance at the top of the bank has not crumbled, even if the arithmetic of control has already shifted decisively toward Milan.
